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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

September 12, 2022

BREAD FINANCIAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-15749	31-1429215
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

3095 LOYALTY CIRCLE

COLUMBUS, Ohio 43219

(Address and Zip Code of Principal Executive Offices)

(614) 729-4000

(Registrant’s Telephone Number, including Area Code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐		Written communications pursuant to Rule 425 under the Securities Act

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		BFH		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 7.01 Regulation FD Disclosure.

An investor presentation that may be given to investors and others by senior officers of Bread Financial Holdings, Inc. (the “Company”) is furnished as Exhibit 99.1 hereto and is posted on the Company’s website at www.breadfinancial.com on the “Investors” page under “Events & Presentations.” Information on the Company’s website does not constitute a part of this Current Report on Form 8-K

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document Description

99.1		Investor Presentation Materials.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information contained in this report (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bread Financial Holdings, Inc.

Date: September 12, 2022	By:	/s/ Joseph L. Motes III
		Joseph L. Motes III
		Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

Exhibit 99.1

Milestone Events New leadership team & continued Board refreshment Launched the Comenity® Mastercard® Launched enhanced digital capabilities for our brand partners Transitioned core processing to Fiserv Acquired versatile payment platform with installment loan and split pay (BNPL) Record year for new signings and renewals Announced strategic platform relationships 2020 2021 Completed spinoff of Loyalty Ventures 3 2022 Launched Bread CashbackTM American Express® Credit Card Rebranded as atech-forward financial services company ©2022 Bread Financial

Our Business Transformation Transforming our Company to deliver sustainable, profitable growth 4 ©2022 Bread Financial Enhanced core capabilities Guiding Business Principles Expanded our product suite and direct-to-consumer offerings Enhanced our core technology and digital capabilities Focused on improving our capital ratios and reducing our leverage Increased emphasis on Environmental, Social, and Governance Strong corporategovernance Proactive risk management Prudent balance sheetmanagement Disciplined expense management Enhanced core capabilities

©2022 Bread Financial 5 Economic and Sales Update Consumer health remains strong Jobs remain plentiful and unemployment is low Continued sales growth with year-over-year mid- to high-single digit growth in 3Q22 followed by double digit growth in 4Q22 Discretionary spend pressured by peak gas prices in early 3Q22, yet seeing correlated improvement in spend as gas prices decline Closely monitoring impact from inflation, rising interest rates, and changes in spending and savings Expect continued normalization of credit and payment metrics

U.S. Consumer Penetration 1 in 7 American adults, including 1 in 5 U.S. female adults We’ve put a card in the wallets of Savings Products Differentiated Products & Brand Partnerships 7 Private Label Credit Card Co-Brand Credit Card Proprietary Credit Card Installment Loans Split-Pay (BNPL) Gen Z Millennial Gen X Baby Boomer Expanded product offering provides consumer choice across the total addressable market Budget/Cash Flow Rewards/Convenience Product Graduation from credit building products to a full suite of financial offerings Product Optimization presents the right product, to the right customer, at the right time ©2022 Bread Financial Card Partner Loyalty >90% 15 years Partner renewal rate Average tenure Well Diversified ~130 Card partner programs in multiple industry verticals Long history of brand partnership success

Product Diversification 8 ©2022 Bread Financial Private Label(Closed Network) Co-Brand (Open Network) Proprietary (Open Network) Bread Pay Long history of successes with programs tailored to build customer loyalty with our partners’ brands Traditional PLCC average loan ~$400; also provide promotional “Big Ticket” PLCC financing Higher revenue yields; deeper underwriting; lower credit lines Ideal for well known brands; builds brand loyalty and enables general purpose network spend, improving diversification Majority of Co-Brand portfolio >660 Vantage score Higher credit scores; higher credit lines; lower revenue yields General purpose cashback cards to capture incremental spend, and build and retain customer relationships Increases total addressable market, including the Millennial and Gen Z populations No partner risk or share of economics Bread Pay consists of direct-to-consumer offerings including both digital installment and split pay (BNPL) Bolsters full suite of products to provide consumer choice with focus on Millennials and Gen Z Over 95% of loans are installment On Top Diversifying our product mix to optimize risk-adjusted returns and deliver sustainable, profitable growth End-of-Period Loan Balances Co-Brand, proprietary, and Bread Pay now comprise over 1/3 of loan balances

Sales Diversification 9 ©2022 Bread Financial Diversifying product and vertical sales to balance growth and expand addressable market Credit Sales by Product Co-Brand, proprietary, and Bread Pay now comprise over 50% of credit sales Credit Sales by Vertical

Bread Cashback American Express Card 10 ©2022 Bread Financial Unlimited 2% cashback No annual fee No foreign transaction fees Premium protection benefits American Express lifestyle benefits Instant mobile acquisition and wallet provisioning

Pretax Pre-Provision Earnings(1) 13 ©2022 Bread Financial ($ in millions) +22% +14% +52% +24% +24% Continued strong PPNR growth (1) Pretax Pre-Provision Earnings (PPNR) is a non-GAAP financial measure. See the "Non-GAAP Financial Measures" section below and the reconciliation included in the Appendix to this presentation.

Loan Loss reserve materially higher. Rate of 11.2%, up 520 bps from year-end 2019 and prior pre-recession periods. Strengthened Financial Resilience 14 ©2022 Bread Financial Enhanced Credit Risk Management Diversification across products, partners, and channels Stronger underwriting resulting from enhanced technology, monitoring, and data Prudent and proactive line management Well-established risk appetite metrics Recession readiness playbook in place In addition to strong profit margins, strengthened balance sheet ratios and credit mix provide more layers and confidence of resilience. Strong PPNR margin and strengthened balance sheet provide improved financial resilience Capital ratios significantly improved. TCE/TA ratio at 7.5%; was negative during various prior periods and up 300 bps from spin. Credit mix shifting to higher quality. Risk score mix with >660 at 61%, above the 52% pre-pandemic level. 5.0-5.5% 3.0-3.5% 1.5-2.0% PPNR Margin(1) held @ 1H22 11% Positive Profit Margin Less: Credit Losses Range of Net Loss Rates 5.5-6.0% 7.5-8.0% 9.0-9.5% Positive Profit Margin Maintained in Stressed Scenarios 5.8% ~11% Net Loss Rate 5.2% Expect to outperform historic loss levels due to enhanced credit risk management (1) Pretax Pre-Provision Earnings (PPNR) margin is calculated as PPNR divided by average loans. PPNR is a non-GAAP financial measure. See the "Non-GAAP Financial Measures" section below and the reconciliation included in the Appendix to this presentation.

Capital and Debt 15 ©2022 Bread Financial (1) The “Tangible Equity + Credit Reserve Ratio” is calculated as the sum of Tangible Common Equity and Allowance for Credit Losses divided by end of period loans. This is a non-GAAP financial measure. See the "Non-GAAP Financial Measures" section below and the reconciliation included in the Appendix to this presentation. Capital Priorities Building capital and loss absorption capacity; reducing parent level debt -39%

©2022 Bread Financial 16 Financial Update Mid-Quarter 3Q22 Update Loan growth continues to inflect higher with 13-14% year-over-year average balance growth Expenses to increase sequentially with 3Q22 up approximately $40 million from 2Q22 Credit metrics continue to normalize Effective tax rate of approximately 30-32% in the third quarter (full year unchanged at 25-26%) Full Year 2022 Update With inclusion of AAA portfolio, year end loans projected to be between $21 and $22 billion Reserve rate expected to remain at elevated levels until economic uncertainty abates Full year outlook remains unchanged

Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements give our expectations or forecasts of future events and can generally be identified by the use of words such as "believe," "expect," "anticipate," "estimate," "intend," "project," "plan," "likely," "may," "should" or other words or phrases of similar import. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding, and the guidance we give with respect to, our anticipated operating or financial results, future financial performance and outlook, initiation or completion of strategic initiatives, including our ability to realize the intended benefits of the spinoff of the LoyaltyOne® segment, future dividend declarations, future economic conditions, including, but not limited to, market conditions, persistent inflation, rising interest rates, the increased probability of a recession and related impacts on consumer behavior, future legislative or regulatory actions that could have impact on our business and results of operations, including any such actions that may be taken with respect to late fees or other charges, developments in the geopolitical environment, including the war in Ukraine, and the ongoing effects of the global COVID-19 pandemic, all of which factors remain difficult to predict. We believe that our expectations are based on reasonable assumptions. Forward-looking statements, however, are subject to a number of risks and uncertainties that could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this presentation, and no assurances can be given that our expectations will prove to have been correct. These risks and uncertainties include, but are not limited to, factors set forth in the Risk Factors section in our Annual Report on Form 10-K for the most recently ended fiscal year, which may be updated in Item 1A of, or elsewhere in, our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K. Our forward-looking statements speak only as of the date made, and we undertake no obligation, other than as required by applicable law, to update or revise any forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise. Non-GAAP Financial Measures We prepare our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (GAAP). However, certain information included within this presentation, constitutes non-GAAP financial measures. Our calculations of non-GAAP financial measures may differ from the calculations of similarly titled measures by other companies. In particular, Pretax pre-provision earnings (PPNR) is calculated by increasing/decreasing Income from continuing operations before income taxes by the net build/release in Provision for credit losses. We use PPNR as a metric to evaluate our results of operations before income taxes, excluding the volatility that can occur within Provision for credit losses. Tangible common equity over Tangible assets (TCE/TA) represents Total stockholders’ equity reduced by Goodwill and intangible assets, net, (TCE) divided by Tangible assets (TA), which is Total assets reduced by Goodwill and intangible assets, net. We use TCE/TA as a metric to evaluate the Company’s capital adequacy and estimate its ability to cover potential losses. Tangible book value per common share represents TCE divided by shares outstanding. We use Tangible book value per common share as a metric to estimate the Company’s potential value in relation to tangible assets per share. Tangible Equity + Credit Reserve Ratio is calculated as the sum of Tangible Common Equity and Allowance for Credit Losses divided by end of period loans. We use Tangible Equity + Credit Reserve Ratio to evaluate our loss absorption capacity. We believe the use of these non-GAAP financial measures provide additional clarity in understanding our results of operations and trends. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures, please see the financial tables and information that follows. ©2022 Bread Financial 17

Bread FinancialTM (NYSE: BFH) is a tech-forward financial services company providing simple, personalized payment, lending and saving solutions. The company creates opportunities for its customers and partners through digitally enabled choices that offer ease, empowerment, financial flexibility and exceptional customer experiences. Driven by a digital-first approach, data insights and white-label technology, Bread Financial delivers growth for its partners through a comprehensive product suite, including private label and co-brand credit cards, installment lending, and buy now, pay later (BNPL). Bread Financial also offers direct-to-consumer solutions that give customers more access, choice and freedom through its branded Bread CashbackTM American Express® Credit Card and Bread SavingsTM products. Bread Financial is an S&P MidCap 400 company headquartered in Columbus, Ohio, and committed to sustainable business practices powered by its 6,000+ global associates. To learn more about Bread Financial, visit BreadFinancial.com or follow us on Facebook, LinkedIn, Twitter and Instagram. About Bread Financial™ 18 Brian Vereb Head of Investor Relations E-mail: brian.vereb@breadfinancial.com ©2022 Bread Financial

Reconciliation of GAAP to Non-GAAP Financial Measures 20 ©2022 Bread Financial ($ in millions) 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 YTD ’21 YTD ‘22 Pretax pre-provision earnings (PPNR) Income before income taxes $28 $162 $129 $367 $354 $259 $65 $302 $16 $721 $319 Provision for credit losses 250 207 153 33 (14) 161 363 193 404 19 598 Pretax pre-provision earnings (PPNR) $278 $369 $282 $400 $340 $420 $428 $495 $420 $740 $917 Less: Gain on portfolio sales — — — — — (10) — — — — — PPNR less gain on portfolio sales $278 $369 $282 $400 $340 $410 $428 $495 $420 $740 $917 Tangible common equity (TCE) Total stockholders’ equity $1,155 $1,323 $1,522 $1,764 $2,048 $2,246 $2,086 $2,268 $2,275 $2,048 $2,275 Less: Goodwill and intangible assets, net (345) (336) (710) (704) (699) (694) (686) (682) (694) (699) (694) Tangible common equity (TCE) $810 $987 $812 $1,060 $1,349 $1,552 $1,400 $1,586 $1,581 $1,349 $1,581 Tangible assets (TA) Total assets $22,867 $21,113 $22,547 $21,163 $21,812 $22,257 $21,746 $20,938 $21,811 $21,812 $21,811 Less: Goodwill and intangible assets, net (345) (336) (710) (704) (699) (694) (686) (682) (694) (699) (694) Tangible assets (TA) $22,522 $20,777 $21,837 $20,459 $21,113 $21,563 $21,060 $20,256 $21,117 $21,113 $21,117 Tangible equity + credit reserve ratio Tangible common equity (TCE) $810 $987 $812 $1,060 $1,349 $1,552 $1,400 $1,586 $1,581 $1,349 $1,581 Plus: Allowance for credit losses 2,096 2,081 2,008 1,843 1,635 1,645 1,832 1,826 1,992 1,635 1,992 Divided by: EOP* credit card and other loans 15,809 15,599 16,784 15,537 15,724 15,690 17,399 16,843 17,769 15,724 17,769 Tangible equity + credit reserve ratio 18.4% 19.7% 16.8% 18.7% 19.0% 20.4% 18.6% 20.3% 20.1% 19.0% 20.1% * EOP represents end-of-period.